- Dow announces the final exchange ratio
for the exchange offer related to the split-off of a significant
portion of its chlorine value chain, which will create an industry
leader in chlor-alkali and derivatives with revenues approaching $7
billion.
- The exchange offer allows Dow
shareholders to exchange their shares of Dow common stock for Blue
Cube Spinco Inc. (“Splitco”) common stock, which will convert into
shares of Olin common stock upon completion of the proposed
transaction, providing Dow shareholders the opportunity to own
shares in the combined company, which expects to benefit from an
improved geographic reach, clear global leadership position and
potential annualized cost synergies of at least $200 million.
- The exchange offer is a key element of
the split-off transaction which maximizes shareholder value by
facilitating the merger of Splitco and Olin, a merger which is
highly complementary to the strategic objectives of both
companies.
The Dow Chemical Company (“Dow”) (NYSE:DOW) announced today that
the final exchange ratio for its exchange offer for shares of
common stock of Dow will be 2.9318 shares of common stock of Blue
Cube Spinco Inc. (“Splitco”), for each share of Dow common stock
validly tendered and not properly withdrawn. The split-off
transaction is a key step in the previously announced separation,
from Dow, of its U.S. Gulf Coast Chlor-Alkali and Vinyl, Global
Chlorinated Organics and Global Epoxy businesses into Splitco and
merger of Splitco with a subsidiary of Olin Corporation (“Olin”)
(NYSE: OLN). The exchange offer provides Dow shareholders with the
opportunity to exchange their shares of Dow common stock for shares
of Splitco common stock, which will convert into the right to
receive 0.87482759 shares of Olin common stock upon completion of
the proposed transaction.
As a result, Dow shareholders who tendered their shares of Dow
common stock in the exchange offer will receive approximately
2.5648 shares of Olin common stock (subject to receipt of cash in
lieu of fractional shares) for each share of Dow common stock
accepted for exchange. The exchange is expected to be tax-free to
participating Dow shareholders for U.S. federal income tax
purposes.
Dow is offering 100,000,000 shares of Splitco common stock for
shares of Dow common stock. Based on the final exchange ratio, Dow
will accept for exchange a maximum of 34,108,738 shares of Dow
common stock in the exchange offer.
The final calculated per-share value of the shares of Dow common
stock and the final calculated per-share value of shares of Splitco
common stock, in each case determined in the manner described in
the Prospectus dated September 2, 2015 (the “Prospectus”), would
have resulted in an exchange ratio higher than the upper limit of
2.9318. Accordingly, the final exchange ratio has been set at
2.9318 shares of Splitco common stock for each share of Dow common
stock accepted in the exchange offer. Based on the final calculated
per-share value of Dow common stock and the final calculated
per-share value of Splitco common stock, in each case determined in
the manner described in the Prospectus, tendering shareholders will
receive approximately $1.02 of Olin common stock for each $1.00 of
Dow common stock accepted for exchange.
Because the upper limit is in effect, the exchange offer has
been automatically extended to 8:00 a.m., New York City time, on
October 5, 2015. Accordingly, Dow shareholders may tender or
withdraw their shares of Dow common stock until that time by
following the procedures described in the Prospectus, the Letter of
Transmittal and the Exchange and Transmittal Information Booklet.
The Merger is expected to occur after the completion of the
exchange offer. The transactions are subject to customary closing
conditions.
Because the exchange offer will be subject to proration if it is
oversubscribed, the number of shares of Dow common stock that Dow
accepts in the exchange offer may be less than the number of shares
validly tendered. If the exchange offer is consummated but not
fully subscribed, Dow will distribute all of the shares of Splitco
common stock it continues to own as a pro rata dividend to all Dow
shareholders whose shares of Dow common stock remain outstanding
and have not been accepted for exchange in the exchange offer.
For more information about the proposed transaction, please
visit Dow’s website at www.dow.com. For more information about
Dow’s split-off exchange offer, please contact the information
agent, Georgeson.
About Dow
Dow (NYSE: DOW) combines the power of science and technology to
passionately innovate what is essential to human progress. The
Company is driving innovations that extract value from the
intersection of chemical, physical and biological sciences to help
address many of the world's most challenging problems such as the
need for clean water, clean energy generation and conservation, and
increasing agricultural productivity. Dow's integrated,
market-driven, industry-leading portfolio of specialty chemical,
advanced materials, agrosciences and plastics businesses delivers a
broad range of technology-based products and solutions to customers
in approximately 180 countries and in high-growth sectors such as
packaging, electronics, water, coatings and agriculture. In 2014,
Dow had annual sales of more than $58 billion and employed
approximately 53,000 people worldwide. The Company's more than
6,000 product families are manufactured at 201 sites in 35
countries across the globe. References to "Dow" or the "Company"
mean The Dow Chemical Company and its consolidated subsidiaries
unless otherwise expressly noted. More information about Dow can be
found at www.dow.com.
Forward-Looking Statements
Note: The forward looking statements contained in this document
involve risks and uncertainties that may affect TDCC’s operations,
markets, products, services, prices and other factors as discussed
in filings with the Securities and Exchange Commission (“SEC”).
These risks and uncertainties include, but are not limited to,
economic, competitive, legal, governmental and technological
factors. Accordingly, there is no assurance that TDCC’s
expectations will be realized. The Company assumes no obligation to
provide revisions to any forward looking statements should
circumstances change, except as otherwise required by securities
and other applicable laws. This document also contains statements
about TDCC’s agreement to separate a substantial portion of its
chlor-alkali and downstream derivatives business, distribute the
business to TDCC shareholders and then merge it with a subsidiary
of Olin Corporation (the “Transaction”). Many factors could cause
actual results to differ materially from these forward-looking
statements with respect to the Transaction, including risks
relating to the completion of the transaction on anticipated terms
and timing, including anticipated tax treatment, unforeseen
liabilities, future capital expenditures, revenues, expenses,
earnings, synergies, economic performance, indebtedness, financial
condition, losses, future prospects, business and management
strategies for the management, expansion and growth of the new
combined company’s operations, Olin’s ability to integrate the
business successfully and to achieve anticipated synergies, and the
risk that disruptions from the Transaction will harm TDCC’s or
Olin’s business. While the list of factors presented here is
considered representative, no such list should be considered to be
a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to
the realization of forward looking statements. Consequences of
material differences in results as compared with those anticipated
in the forward-looking statements could include, among other
things, business disruption, operational problems, financial loss,
legal liability to third parties and similar risks, any of which
could have a material adverse effect on TDCC’s or Olin’s
consolidated financial condition, results of operations or
liquidity. TDCC does not assume any obligation to provide revisions
to any forward looking statements should circumstances change,
except as otherwise required by securities and other applicable
laws.
Important Notices and Additional Information
In connection with the proposed Transaction, Splitco has filed,
and the SEC declared effective September 2, 2015, a registration
statement on Form S-4/S-1 containing a prospectus and Olin has
filed, and the SEC declared effective September 2, 2015, a
registration statement on Form S-4 containing a prospectus with the
SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
REGISTRATION STATEMENTS/PROSPECTUSES AND ANY FURTHER AMENDMENTS
WHEN THEY BECOME AVAILABLE AS WELL AS ANY OTHER RELEVANT DOCUMENTS,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PARTIES AND
THE PROPOSED TRANSACTION. Investors and security holders may obtain
a free copy of the prospectuses and other documents filed by TDCC,
Splitco and Olin with the SEC at the SEC's web site at
http://www.sec.gov. Free copies of these documents and each of the
companies’ other filings with the SEC may also be obtained from the
respective companies by directing a written request to Olin at 190
Carondelet Plaza, Clayton, MO 63105. Attention: Investor Relations
or TDCC or Splitco at The Dow Chemical Company, 2030 Dow Center,
Midland, Michigan 48674, Attention: Investor Relations.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
®TM Trademark of The Dow Chemical Company (“Dow”) or an
affiliated company of Dow
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version on businesswire.com: http://www.businesswire.com/news/home/20150930006787/en/
The Dow Chemical CompanyEmily
Parenteau+1.989.636.7904ebparenteau@dow.comorInformation
Agent:Georgeson1-888-566-8006+1-781-575-3340
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